EX-10.4






Exhibit 10.4

EXECUTION COPY




SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2007, among
Milacron Capital Holdings B.V., a company organized under the laws of the Netherlands (the
“Guaranteeing Subsidiary”) and a subsidiary of Milacron Inc., a Delaware corporation (the “Company”
and permitted successor to Milacron Escrow Corporation), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under
the Indenture referred to below (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), dated as of May
26, 2004 providing for the issuance of 111/2 % Senior Secured Notes due 2011 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



     2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 11 thereof.



     3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,
incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any
liability for any obligations of the Company or any other Guarantor under the Notes, any Note
Guarantees, the Intercreditor Agreement, the Security Documents, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. Such waiver may
not be effective









 



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to waive liabilities under the federal securities laws and it is the view of the SEC that such
a waiver is against public policy.




     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.



     5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement.



     6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not
affect the construction hereof.



     7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and
the Company.









 



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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 	 	 
	 	MILACRON CAPITAL HOLDINGS B.V.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ G. van Deventer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: G. van Deventer	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	MILACRON INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ Ross A. Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: R. A. Anderson	 	 
	 

	 	 	 	Title: Senior Vice President —	 	 
	 

	 	 	 	          Finance and Chief Financial	 	 
	 

	 	 	 	          Officer	 	 
	 
	 	 	 	 	 	 
	 	MILACRON MARKETING COMPANY,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ Ross A. Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: R. A. Anderson	 	 
	 

	 	 	 	Title: Vice President — Finance,	 	 
	 

	 	 	 	          Chief Financial Officer and	 	 
	 

	 	 	 	          Controller	 	 
	 
	 	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON	 	 
	 	SCHEDULE A HERETO,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ Ross A. Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: R. A. Anderson	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	EACH GUARANTOR LISTED ON	 	 
	 	SCHEDULE B HERETO,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ Hugh C. O’Donnell	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: H. C. O’Donnell	 	 
	 

	 	 	 	Title: Secretary	 	 












 



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	 	D-M-E COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ Ross A. Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: R. A. Anderson	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	D-M-E OF CANADA LIMITED,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ John C. Francy	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: J. C. Francy	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	MILACRON INTERNATIONAL	 	 
	 	MARKETING COMPANY,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ Ross A. Anderson	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: R. A. Anderson	 	 
	 

	 	 	 	Title: Treasurer and Assistant	 	 
	 

	 	 	 	          Secretary	 	 
	 
	 	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	as Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	     /s/ Karolina K. Donlin	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory
	 	 












 



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SCHEDULE A




Northern Supply Company, Inc.

Nickerson Machinery Chicago Inc.

Pliers International, Inc.

D-M-E U.S.A. Inc.

D-M-E Manufacturing Inc.

Uniloy Milacron Inc.

Uniloy Milacron U.S.A. Inc.

Milacron Industrial Products, Inc.

Oak International, Inc.

Cimcool Industrial Products Inc.

Milacron Plastics Technologies Group Inc.

Progress Precision Inc.










 



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 SCHEDULE B




450500 Ontario Limited

Milacron Canada Inc.

528650 Ontario Limited

2913607 Canada Limited